Exhibit 10.2
RELEASE AGREEMENT
I understand and agree completely to the terms set forth in the ARS Pharmaceuticals, Inc. Change in Control and Severance Benefit Plan (the “Plan”) and the Executive Employment Agreement between me and ARS Pharmaceuticals, Inc. (the “Company”), dated September 14, 2018 (the “Employment Agreement”).
I understand that this Release Agreement (the “Release”), together with the Plan and Employment Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated therein, and I acknowledge and agree that any prior severance or other post-employment termination benefits offered to me are hereby withdrawn. Certain capitalized terms used in this Release are defined in the Plan.
I hereby represent that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits and protections for which I am eligible pursuant to the Family and Medical Leave Act (if applicable), or otherwise; and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.
I hereby acknowledge and agree to abide by my continuing obligations under my confidential information and invention assignment agreement with the Company and/or an affiliate of the Company.
I hereby confirm that, except for materials the Company has expressly authorized me to retain in writing, I have returned to the Company all Company property, including, but not limited to, all equipment, vehicles, product samples, computers, pass codes, keys, swipe cards, credit cards, documents, or other materials, in whatever form or format that I received, prepared, or helped prepare them; and that I have not retained, whether in hard copy or electronic form, any copies, duplicates, reproductions, computer disks, or excerpts thereof.
If I am an officer or director of the Company or any of its affiliated entities, effective immediately, I agree to (and hereby do) resign from any and all offices and directorships with any such entities, and agree to execute all documents reasonably requested by the Company to effectuate such resignation(s).
I understand that I may apply for unemployment insurance benefits after my employment with the Company ends and that the Company will not contest my eligibility for such benefits; provided, however, that I understand that the state agency responsible for administering unemployment insurance benefits, and not the Company, is ultimately responsible for determining my eligibility for such benefits. I further understand that, in response to any request for references from a prospective employer, the Company will only confirm my dates of employment and last job title.
I understand that if I timely sign this Release, and permit it to become effective and irrevocable in accordance with its terms, then the Company will provide me with the severance benefits to which I am entitled in the event of a termination without Cause under my Employment Agreement or a
“Regular Termination” under the Plan, each as applicable and set forth under the Employment Agreement and Plan. In addition, as part of this Release I understand and agree to the additional terms set forth on the addendum attached hereto.